<PAGE>

                                                                    EXHIBIT 10.1

                        THIRD AMENDMENT TO LOAN AGREEMENT

      THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into as of this 28th day of May, 2004, with an Effective Date as set
forth in Section 4 hereof, by and among GRAY TELEVISION, INC., a Georgia
corporation (the "Borrower"), the banks and lending institutions party to the
Loan Agreement referred to below (the "Lenders"), WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, in its capacity as administrative
agent for the lenders (the "Administrative Agent"), BANK OF AMERICA, N.A., in
its capacity as syndication agent (the "Syndication Agent") and DEUTSCHE BANK
TRUST COMPANY AMERICAS, in its capacity as documentation agent (the
"Documentation Agent"). Wachovia Capital Markets, LLC served as sole lead
arranger and sole book runner in connection with this Amendment.

      The Lenders have extended certain credit facilities to the Borrower
pursuant to the Fourth Amended and Restated Loan Agreement dated as of October
25, 2002, by and among the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent (as previously amended by the
First Amendment to Loan Agreement dated as of June 9, 2003, the Second Amendment
to Loan Agreement dated as of April 8, 2004, as amended hereby and as may be
further amended, restated, supplemented or otherwise modified from time to time,
the "Loan Agreement").

      The parties now desire to amend the Loan Agreement in certain respects
subject to the terms and conditions set forth below.

      NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

      1. Capitalized Terms. All capitalized undefined terms used in this
Amendment shall have the meanings assigned thereto in the Loan Agreement.

      2. Amendments to the Loan Agreement.

      (a) Amendments to Section 1.1. Section 1.1 ("Definitions") of the Loan
Agreement is hereby amended by:

            (i) deleting the reference to "$10,000,000" in the definition of
"Adjusted Total Debt" and replacing it with "$20,000,000";

            (ii) amending and restating clause (g) of the definition of
"Permitted Liens" as follows:

                                       1
<PAGE>

                  (g) Liens reflected by Uniform Commercial Code financing
      statements filed in respect of true leases (excluding any Capital Leases)
      of the Borrower or any of its Subsidiaries;

            (iii) amending and restating clause (l) of the definition of
"Permitted Liens" in its entirety as follows:

                  (l) Liens securing the Harris Agreement Obligations;

            (iv) amending the definition of "Permitted Liens" to add the
following new clauses (m) and (n):

                  (m) Liens securing obligations approved by the Administrative
      Agent and incurred in connection with an Acquisition permitted under
      Section 7.6; and

                  (n) other Liens securing Indebtedness in an amount not to
      exceed $30,000,000.00 in the aggregate at any time outstanding.

            (v) deleting the reference to "Section 7.1(m)" in clause (a) of the
definition of "Total Debt" and replacing it with "the Harris Agreement
Obligations"; and

            (vi) inserting the following new defined terms in the appropriate
alphabetical order:

            "First Amendment Effective Date" shall mean June 9, 2003.

            "Harris Agreement Obligations" shall mean the Indebtedness incurred
      pursuant to the Harris Agreement, in a principal amount not to exceed
      $20,000,000.00 in the aggregate at any time outstanding; provided such
      Indebtedness is purchase money Indebtedness of the Borrower or any of its
      Subsidiaries that within ninety (90) days of such purchase is incurred to
      finance part or all of (but not more than) the purchase price of Equipment
      (as defined in the Harris Agreement) in which neither the Borrower nor
      such Subsidiary had at any time prior to such purchase any interest other
      than a security interest or an interest as a lessee under an operating
      lease on terms and conditions no more restrictive than those contained
      hereunder.

            "Notice of Revolving Increase" shall mean the written notice by the
      Borrower, in substantially the form of Exhibit P attached hereto to the
      Administrative Agent, of the Borrower's desire to increase the Revolving
      Loan Commitment pursuant to Section 2.16.

            "Revolving Loan Commitment Ratio" shall mean, with respect to any
      Lender, the percentage equivalent of the ratio which such Lender's portion
      of the

                                       2
<PAGE>

      Revolving Loan Commitment bears to the aggregate Revolving Loan Commitment
      (as each may be adjusted from time to time as provided herein).

            "Third Amendment Effective Date" shall mean May 28, 2004.

      (b) Amendment to Section 2.5. Section 2.5 ("Mandatory Commitment
Reductions") of the Loan Agreement is hereby amended by amending and restating
clause (a) of such section in its entirety as follows:

                  (a) Scheduled Reductions under the Revolving Loan Commitment.
      Commencing on March 31, 2004 and at the end of each fiscal quarter
      thereafter, the Revolving Loan Commitment shall be automatically and
      permanently reduced by the amount set forth below for and on the dates
      indicated (which reductions are in addition to those set forth elsewhere
      in this Agreement):

<TABLE>
<CAPTION>
                  Reduction Dates                           Amount of Reduction
                  ---------------                           -------------------
<S>                                                         <C>
March 31, 2004, June 30, 2004, September 30, 2004
and December 31, 2004                                            $  937,500

March 31, 2005, June 30, 2005, September 30, 2005
and December 31, 2005                                            $1,875,000

March 31, 2006, June 30, 2006, September 30, 2006
and December 31, 2006                                            $2,812,500

March 31, 2007, June 30, 2007, September 30, 2007
and December 31, 2007                                            $3,750,000

March 31, 2008, June 30, 2008, September 30, 2008
and December 31, 2008                                            $4,687,500

March 31, 2009, June 30, 2009, September 30, 2009
and December 31, 2009                                            $4,687,500
</TABLE>

   The reductions in the Revolving Loan Commitment set forth above shall be
   applied to the Revolving Loan Commitment in existence on the date of such
   reductions on a pro rata basis among the Lenders holding a Revolving Loan
   Commitment.

      (c) Amendment to Section 2.7. Section 2.7(b)(v) ("Sale of Indebtedness")
of the Loan Agreement is hereby amended by deleting each reference to
"subsection (j) of Section 7.1" and replacing it with "subsection (b) of Section
7.1".

      (d) Amendment to Section 2.15. Section 2.15 ("Incremental Facility Loans")
of the Loan Agreement is hereby amended by deleting subsection (a) in its
entirety and replacing it with the following:

                                       3
<PAGE>

            (a) Subject to the terms and conditions of this Agreement, the
      Borrower may request the Incremental Facility Commitment; provided, that
      (i) the Borrower may not request the Incremental Facility Commitment or an
      Incremental Facility Advance after the occurrence and during the
      continuance of a Default, including, without limitation, any Default that
      would result after giving effect to any Incremental Facility Advance; (ii)
      the Borrower may request only seven (7) Incremental Facility Commitments
      (although such commitments may be from more than one Lender) and must
      request a minimum Incremental Facility Commitment of $25,000,000.00, or if
      less, the remaining amount permitted pursuant to this Section 2.15 after
      giving effect to any prior Incremental Facility Commitments or Incremental
      Facility Loans and any increases to the Revolving Loan Commitment pursuant
      to Section 2.16 that are made after the Third Amendment Effective Date;
      and (iii) the sum of (A) all outstanding Incremental Facility Commitments,
      plus (B) all outstanding Incremental Facility Loans, plus (C) the
      aggregate amount of all incremental increases in the Revolving Loan
      Commitment made after the Third Amendment Effective Date, shall not exceed
      $675,000,000.00. The maturity date for the Incremental Facility Loans
      shall be no earlier than six (6) calendar months after the Term Loan
      Maturity Date (or, if no Term Loans are outstanding, the Incremental
      Facility Maturity Date of the most recently funded Incremental Facility
      Loan outstanding at such time) and the average life of each Incremental
      Facility Loan shall be longer than the average life of the Term Loan (or,
      if no Term Loans are outstanding, the most recently funded Incremental
      Facility Loan outstanding at such time). The decision of any Lender to
      make an Incremental Facility Commitment to the Borrower shall be at such
      Lender's sole discretion and shall be made in writing. The Incremental
      Facility Commitment (x) must be in the form of a term loan facility, (y)
      must not require principal repayment earlier, or in amount larger (or
      percentage greater), than those set forth in the repayment schedule for
      the Term Loans as set forth in Section 2.7(b) hereof (or, if no Term Loans
      are outstanding, the repayment schedule set forth in the Notice of
      Incremental Facility Commitment for the most recently funded Incremental
      Facility Loan outstanding at such time) and (z) must be governed by this
      Agreement and the other Loan Documents and be on terms and conditions no
      more restrictive than those set forth herein and therein. Each Lender
      shall have the right, but not the obligation, to participate in any
      Incremental Facility Commitment on a pro rata basis.

      (e) Amendment to Article 2. Article 2 ("Loans and Letters of Credit") of
the Loan Agreement is hereby amended by inserting the following new section at
the end of the article:

            Section 2.16 Increases to the Revolving Loan Commitment.

            (a) Subject to the terms and conditions of this Agreement, the
      Borrower may request increases to the Revolving Loan Commitment; provided
      that (i) the Borrower may not request any increase to the Revolving Loan
      Commitment after the occurrence and during the continuance of a Default,

                                       4
<PAGE>

      including, without limitation, any Default that would result after giving
      effect to any increase to the Revolving Loan Commitment; (ii) the Borrower
      may request only four (4) increases to the Revolving Loan Commitment
      (although such increases to the Revolving Loan Commitment may be from more
      than one Lender) and must request a minimum increase to the Revolving Loan
      Commitment of $25,000,000.00, or if less, the remaining amount permitted
      pursuant to this Section 2.16 after giving effect to any prior increases
      to the Revolving Loan Commitment or any Incremental Facility Commitments
      and Incremental Facility Loans made after the Third Amendment Effective
      Date pursuant to Section 2.15; and (iii) the aggregate amount of increases
      to the Revolving Loan Commitment shall not exceed the lesser of (A)
      $100,000,000.00 and (B) the difference of (1) $675,000,000 less (2) the
      sum of (x) all outstanding Incremental Facility Commitments plus (y) all
      outstanding Incremental Facility Loans plus (z) the aggregate amount of
      all incremental increases in the Revolving Loan Commitment made after the
      Third Amendment Effective Date. The decision of any Lender to commit to an
      increase in the Revolving Loan Commitment shall be at such Lender's sole
      discretion and shall be made in writing. Each Lender shall have the right,
      but not the obligation, to participate in any increase in the Revolving
      Loan Commitment on a pro rata basis.

            (b) Prior to the effectiveness of any increase to the Revolving Loan
      Commitment, the Borrower shall deliver to the Administrative Agent and the
      Lenders a Notice of Revolving Increase.

            (c) Each increase in the Revolving Loan Commitment and all Revolving
      Loans made in connection with such increase in the Revolving Loan
      Commitment (i) shall be subject to the terms applicable to the Revolving
      Loan Commitment and Revolving Loans in this Agreement (including, without
      limitation, the terms applicable to pricing, maturity and mandatory
      reductions pursuant to Sections 2.5 or 2.7(b) hereof); (ii) shall for all
      purposes be Loans and Obligations hereunder and under the Loan Documents;
      (iii) shall be represented by a replacement Revolving Loan Note which
      shall be exchanged for the Revolving Loan Note of any Lender committing to
      an increase in the Revolving Loan Commitment; and (iv) shall rank pari
      passu with the other Loans for purposes of Sections 2.9 and 8.2 hereof.

            (d) The outstanding Revolving Loans, Revolving Loan Commitment
      Ratios and each Lender's share of the Letter of Credit Obligations will be
      reallocated by the Administrative Agent on the effective date of any
      increase in the Revolving Loan Commitment among the Lenders in accordance
      with their revised Revolving Loan Commitment Ratios.

      (f) Amendment to Section 5.10. Section 5.10 ("Use of Proceeds") of
the Loan Agreement is hereby amended and restated in its entirety as follows:

                                       5
<PAGE>

            Section 5.10 Use of Proceeds. The Borrower will use the aggregate
      proceeds of all Advances under the Loans directly or indirectly: (a) to
      refinance Indebtedness under the Prior Loan Agreement; (b) to finance a
      portion of the consideration payable by the Borrower to consummate the
      Merger; (c) to finance a portion of the consideration payable by the
      Borrower in respect of the Reno Acquisition; (d) to the extent permitted
      hereunder, for working capital needs, Capital Expenditures, Acquisitions,
      Investments, Restricted Payments, Restricted Purchases and other general
      corporate purposes of the Borrower and its Subsidiaries which do not
      otherwise conflict with this Section 5.10 (including, without limitation,
      the payment of the fees and expenses incurred in connection with the
      execution and delivery of this Agreement, the Reno Acquisition and the
      Merger); and (e) to refinance the Loans made hereunder. No proceeds of
      Advances hereunder shall be used for the purchase or carrying or the
      extension of credit for the purpose of purchasing or carrying, any margin
      stock within the meaning of the Fed Regulations.

      (g) Amendment to Section 7.1. Section 7.1 ("Indebtedness of the Borrower
and its Subsidiaries") of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            Section 7.1 Indebtedness of the Borrower and its Subsidiaries. The
      Borrower shall not, and shall not permit any of its Subsidiaries to,
      create, assume, incur or otherwise become or remain obligated in respect
      of, or permit to be outstanding, any Indebtedness, except:

            (a) the Obligations;

            (b) (i) Subordinated Debt incurred pursuant to the terms of the
      Subordinated Note Indenture as in effect on the Agreement Date; and (ii)
      other Subordinated Debt incurred on terms and conditions satisfactory to
      the Administrative Agent (provided that any Subordinated Debt incurred on
      terms and conditions substantially similar to the Subordinated Note
      Indenture shall be deemed satisfactory to the Administrative Agent);
      provided, in each case, the Net Proceeds (Indebtedness) of such
      Subordinated Debt are applied pursuant to Section 2.7(b)(v), other than
      the Net Proceeds (Indebtedness) of any Subordinated Debt incurred to pay
      all or a portion of the purchase price in connection with an Acquisition
      or to consummate an Investment, in each case as permitted pursuant to
      Section 7.6; provided that (i) the Administrative Agent has received prior
      written notice of the incurrence of such Subordinated Debt at the time of
      any notice required pursuant to Section 7.6, (ii) such Subordinated Debt
      is incurred not more than 30 days prior to the consummation of such
      Acquisition or Investment and (iii) no Default or Event of Default has
      occurred and is continuing at the time of such incurrence or would exist
      after giving effect thereto; and

            (c) other Indebtedness; provided that (i) the Borrower and its
      Subsidiaries shall be in pro forma compliance with the financial covenants
      set

                                       6
<PAGE>

      forth in Sections 7.8, 7.9, 7.10 and 7.11 both before and after giving
      effect to the incurrence of such Indebtedness, (ii) no Default or Event of
      Default has occurred and is continuing both before and after giving effect
      to the incurrence of such Indebtedness, and (iii) the Administrative Agent
      shall have approved the terms and conditions for each incurrence of
      Indebtedness in excess of $25,000,000.00.

      (h) Amendment to Section 7.5. Section 7.5 ("Limitation on Guaranties") of
the Loan Agreement is hereby amended by deleting the reference to "Section
7.1(f)" located in clause (c) of such section and replacing it with "Section
7.1".

      (i) Amendment to Section 7.6. Section 7.6 ("Investments and Acquisitions")
of the Loan Agreement is hereby amended by amending and restating clause (c)(i)
in its entirety as follows:

                        (i) the Borrower shall have given to the Administrative
            Agent written notice of such Acquisition at least fifteen (15) days
            prior to executing any binding commitment with respect thereto,
            which notice shall state the additional amounts, if any, of Liens to
            be incurred in connection therewith, and the structure of the
            transaction shall be in form and substance acceptable to the
            Administrative Agent;

      (j) Amendment to Section 7.7. Section 7.7 ("Restricted Payments;
Restricted Purchases") of the Loan Agreement is hereby amended by (i) deleting
clause (e) thereof in its entirety and (ii) amending and restating clause (d) in
its entirety as follows:

            (d) the Borrower and its Subsidiaries may make Restricted Payments
      and Restricted Purchases, provided that (i) the Borrower and its
      Subsidiaries shall be in pro forma compliance with the financial covenants
      set forth in Sections 7.8, 7.9, 7.10 and 7.11 after giving effect to such
      Restricted Payment or Restricted Purchase, (ii) no Default or Event of
      Default exists at the time of making such Restricted Payment or Restricted
      Purchase or would exist after giving effect thereto, and (iii) if
      requested by the Administrative Agent, the Borrower shall deliver
      financial projections to the Administrative Agent, in form and substance
      satisfactory thereto, demonstrating pro forma compliance with the
      financial covenants for such period as reasonably requested by the
      Administrative Agent.

      (k) Amendment to Section 7.8. Section 7.8 ("Senior Leverage Ratio") of the
Loan Agreement is hereby amended by replacing the table set forth therein with
the following:

<TABLE>
<CAPTION>
                Period                            Senior Leverage Ratio
                ------                            ---------------------
<S>                                               <C>
December 31, 2002 through September 29, 2004            4.25:1.00

September 30, 2004 through December 30, 2004            3.75:1.00

December 31, 2004 and thereafter                        3.50:1.00
</TABLE>

                                       7
<PAGE>

      (l)   Amendment to Section 7.11. Section 7.11 ("Leverage Ratio") of the
Loan Agreement is hereby amended by replacing the table set forth therein with
the following:

<TABLE>
<CAPTION>
                  PERIOD                          Leverage Ratio
                  ------                          --------------
<S>                                               <C>
March 31, 2004 through September 29, 2004            6.75:1.00

September 30, 2004 through December 30, 2004         6.25:1.00

December 31, 2004 and thereafter                     5.75:1.00
</TABLE>

      (m)   Addition of Exhibit P. Exhibit P attached to this Amendment is
hereby added to the Credit Agreement.

      3.    Agreement Regarding Incremental Term Loans Made on the Effective
Date. The Borrower agrees that the proceeds of the Incremental Facility Loans
funded on the Effective Date (the "2004 Incremental Facility Loan") shall be
used first to prepay in full on the Effective Date the outstanding principal
amount of the Incremental Facility Loan made pursuant to the Notice of
Incremental Facility Commitment dated June 9, 2003 (the "2003 Incremental
Facility Loan") and then, to the extent of any remaining proceeds, for general
corporate purposes. For purposes of the dollar limitation in Section 2.15(a) of
the Loan Agreement, the Incremental Facility Commitments for the 2004
Incremental Facility Loan and the 2003 Incremental Facility Loan shall not be
deemed to be outstanding at the same time.

      4.    Effectiveness. This Amendment shall become effective on the date
(the "Effective Date") that each of the following conditions has been satisfied:

            (a)   Amendment Documents. The Administrative Agent shall have
received this Amendment executed by the Borrower and the Administrative Agent on
behalf of itself and the other Lenders pursuant to authorizations of even date.

            (b)   Notice of Incremental Facility Commitment. The Administrative
Agent shall have received a completed Notice of Incremental Facility Commitment
providing for Incremental Facility Commitments totaling $375,000,000 and
executed by the Borrower in form and substance satisfactory to the
Administrative Agent.

            (c)   Request for Advance. The Administrative Agent shall have
received a completed Request for Advance executed by the Borrower in accordance
with Section 2.2 of the Loan Agreement with respect to an Incremental Facility
Advance in the principal amount of $375,000,000 to be funded on the Effective
Date together with any applicable LIBOR indemnity agreement.

                                       8
<PAGE>

            (d)   Notice of Prepayment. The Administrative Agent shall have
received written notice from the Borrower in accordance with Section 2.7 of the
Loan Agreement with respect to the repayment of the 2003 Incremental Facility
Loans on the Effective Date.

            (e)   Loan Certificate. The Administrative Agent shall have received
a loan certificate of the Borrower dated as of the Effective Date generally in
the form of Exhibit K-1 to the Loan Agreement including a certificate of
incumbency with respect to each Authorized Signatory of the Borrower (or a
representation that each Authorized Signatory provided in the loan certificate
delivered on the Agreement Date remains unchanged), together with true, complete
and correct copies of the articles of incorporation and bylaws of the Borrower
(or a representation that the articles of incorporation and bylaws provided in
the loan certificate delivered on the Agreement Date remain unchanged), and a
true, complete and correct copy of the corporate resolutions of the Borrower
authorizing the Borrower to execute and deliver this Amendment, the Notice of
Incremental Facility Commitment and the Incremental Facility Notes and to
perform it obligations hereunder and thereunder.

            (f)   Opinion. The Administrative Agent shall have received a legal
opinion of Troutman Sanders LLP, corporate counsel to the Borrower and its
Subsidiaries, addressed to each Lender and the Administrative Agent and dated as
of the Effective Date which shall be in form and substance acceptable to the
Administrative Agent, as to the due authorization, execution, delivery and
enforceability of this Amendment, the Notice of Incremental Facility Commitment
and the Incremental Facility Notes and such other matters as reasonably
requested by the Administrative Agent.

            (g)   Other Fees and Expenses. The Administrative Agent shall have
been reimbursed for all fees and out of pocket charges and other expenses
incurred in connection with this Amendment and the transactions contemplated
thereby (including, without limitation, the costs and expenses referred to in
Section 7 hereof and in the Loan Agreement).

            (h)   Other Documents. The Administrative Agent shall have received
any other documents, certificates or instruments reasonably requested thereby in
connection with the execution of this Amendment.

      5.    Effect of the Amendment. Except as expressly modified hereby, the
Loan Agreement and the other Loan Documents shall be and remain in full force
and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent
to, a modification or amendment of, any other term or condition of the Loan
Agreement or any other Loan Document or (b) to prejudice any other right or
rights which the Administrative Agent or the Lenders may now have or may have in
the future under or in connection with the Loan Agreement or the other Loan
Documents or any of the instruments or agreements referred to therein, as the
same may be amended or modified from time to time.

      6.    Representations and Warranties/No Default.

            (a)   By its execution hereof, the Borrower hereby certifies that
(i) each of the representations and warranties set forth in the Loan Agreement
and the other Loan Documents is

                                       9
<PAGE>

true and correct as of the date hereof as if fully set forth herein unless such
representations and warranties relate to a specific date, in which case such
representations and warranties shall be true and correct as of such specific
date and (ii) no Default or Event of Default has occurred and is continuing as
of the date hereof.

            (b)   By its execution hereof, the Borrower represents and warrants
that as of the date hereof there are no claims or offsets against or defenses or
counterclaims to any of the obligations of the Borrower under the Loan Agreement
or any other Loan Document.

            (c)   By its execution hereof, the Borrower hereby represents and
warrants that it has the right, power and authority and has taken all necessary
corporate and other action to authorize the execution, delivery and performance
of this Amendment and each other document executed in connection herewith to
which it is a party in accordance with their respective terms. This Amendment
and each other document executed in connection herewith has been duly executed
and delivered by the duly authorized officers of the Borrower and each such
document constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms.

      7.    Costs and Expenses. The Borrower shall pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.

      8.    Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW (WITHOUT GIVING EFFECT TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF)
OF THE STATE OF GEORGIA.

      9.    Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.

      10.   Fax Transmission. A facsimile, telecopy or other reproduction of
this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.

      11.   Acknowledgement by Subsidiary Guarantors. By their execution hereof,
each of the Subsidiaries of the Borrower listed on the signature pages to this
Amendment hereby expressly (a) consents to the modifications and amendments set
forth in this Amendment, (b) reaffirms all of its respective covenants,
representations, warranties and other obligations set forth in the Subsidiary
Guaranty and the other Loan Documents to which it is a party and (c)
acknowledges, represents and

                                       10
<PAGE>

agrees that its respective covenants, representations, warranties and other
obligations set forth in the Subsidiary Guaranty and the other Loan Documents to
which it is a party remain in full force and effect.

                            [Signature Pages Follow]

                                       11
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.

                                 BORROWER:

                                 GRAY TELEVISION, INC.

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Senior Vice President and Chief
                                        Financial Officer

                                 SUBSIDIARY GUARANTORS:

                                 GRAY PUBLISHING, LLC

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Vice President and Chief Financial
                                        Officer

                                 PORTA-PHONE PAGING LICENSEE CORP.

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Treasurer

                                 WVLT-TV, INC.

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Vice President and Chief Financial
                                        Officer

                           [Signatures Pages Continue]

                                       12
<PAGE>

                              GRAY MIDAMERICA TELEVISION, INC.

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name:James C. Ryan
                                 Title: Treasurer

                              GRAY TELEVISION GROUP, INC.

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Treasurer

                              GRAY TELEVISION LICENSEE, INC.

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Treasurer

                              GRAY TEXAS LP

                                 By: GRAY TELEVISION GROUP, INC.,
                                     its General Partner

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Senior Vice President, Assistant
                                        Secretary and Treasurer

                              GRAY TEXAS LLC

                                 By: /s/ James C. Ryan
                                    -------------------------------------------
                                 Name: James C. Ryan
                                 Title: Treasurer

                           [Signatures Pages Continue]

                                       13
<PAGE>

                                 ADMINISTRATIVE AGENT:

                                 WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                 Administrative Agent and Lender on behalf of
                                 itself and the Lenders

                                 By: /s/ Joe Mynat
                                    -------------------------------------------
                                 Name: Joe Mynat
                                 Title: Director

                                       14